S-8

As filed with the Securities and Exchange Commission on November 12, 2015

Registration No. 333-                                       

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

_______________________________

Gildan Activewear Inc.

(Exact Name of Registrant as Specified in its Charter)

_______________________________

Canada (State or Other Jurisdiction of Incorporation or Organization) Not Applicable (IRS Employer Identification No.)

 _______________________________

600 de Maisonneuve Boulevard West, 33rd Floor

Montréal, Québec

Canada H3A 3J2

(514) 735-2023

 (Address, including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

_______________________________

Share Purchase Plan of Gildan Activewear Inc., as amended

Long Term Incentive Plan of Gildan Activewear Inc., as amended

 (Full Titles of the Plans)

_______________________________

Gildan USA Inc.

1980 Clements Ferry Road,

Charleston, SC 29492

(843) 606-3600

(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

_______________________________

Copy to:

Donald R. Crawshaw

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

(212) 558-4000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). (Check one):

Large accelerated filer x Accelerated filer o Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company o

_______________________________

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price per Security	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Shares	10,961,376 (1)(2)	$28.49 (3)	$312,289,602.24	$31,447.56

(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this Registration Statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or other similar transaction.

(2) Represents an aggregate of 10,961,376 Common Shares, of which 4,820,976 Common Shares are available for future issuance under the Share Purchase Plan of Gildan Activewear Inc., as amended, and 6,140,400Common Shares are available for future issuance under the Long Term Incentive Plan of Gildan Activewear Inc., as amended.

(3) Estimated solely for the purpose of calculating the registration fee. Such estimate is calculated pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, based on the average of the high and low prices ($28.75 and $28.23, respectively) of Gildan Activewear Inc.’s Common Shares on the New York Stock Exchange on November 6, 2015.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

As permitted by Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement omits the information specified in Part I of Form S-8. The documents containing the information specified in Part I will be delivered to the participants in the plans covered by this Registration Statement (the “Plans”) as required by Rule 428(b) under the Securities Act. Such documents are not being filed with the Securities and Exchange Commission (the “Commission”) as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents filed with the Commission by Gildan Activewear Inc. (the “Registrant”) are incorporated herein by reference:

(1) The Registrant’s Annual Report on Form 40-F for the fiscal year ended October 5, 2014, filed with the Commission on December 9, 2014 (the “2014 Annual Report on Form 40-F”).

(2) The Registrant’s reports on Form 6-K filed with the Commission on December 4, 2014, December 10, 2014, December 23, 2014, February 5, 2015, February 10, 2015, May 14, 2015, July 31, 2015 and November 12, 2015.

(3) The description of the Registrant’s Common Shares contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-14830) dated February 24, 2005, under the section entitled “Common Shares”.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, to the extent, if any, designated therein, reports on Form 6-K furnished by the Registrant to the Commission after the date of this Registration Statement and before the filing of any post-effective amendment to this Registration Statement which indicates that all securities offered under this Registration Statement have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

Each document incorporated by reference is current only as of the date of such document, and the incorporation by reference of such document shall not create any implication that there has been no change in the affairs of the Registrant since its date thereof or that the information contained in it is current as of any time subsequent to its date. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

Not applicable. The Registrant’s Common Shares are registered under Section 12 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel

None.

Item 6. Indemnification of Directors and Officers

The Administrative Resolutions of the Registrant provide as follows:

Subject to the limitations contained in applicable laws but without limit to the rights of the Corporation to indemnify any person under such laws or otherwise:

9.1           The Corporation will indemnify any current or former director or officer of the Corporation and its subsidiaries, or another individual who acts or acted at the Corporation's request as a director or officer of, or in a similar capacity for, another entity, as well as his/her heirs and legal representatives (the “Indemnified Party”) against all costs, charges, damages, awards, settlements, liabilities, fines, penalties, statutory obligations, professional fees and other expenses of whatever nature or kind (the “expenses”), including any amount paid to settle an action or satisfy a judgment, reasonably incurred by the Indemnified Party in respect of any civil, criminal, administrative, investigative or other proceeding in which the Indemnified Party is involved (a “claim”), including any claim, demand, suit, proceeding, inquiry, hearing, discovery or investigation, of whatever nature, whether anticipated, threatened, pending, commenced, continuing or completed, and any appeal in respect of an action or other proceeding, by or on behalf of the Corporation or any other person to which the Indemnified Party is or may be made a party, by reason of being or having been a director or officer of the Corporation or one of its subsidiaries, or acting or having acted at the request of the Corporation as a director or officer of, or in a similar capacity for, any other entity, if (a) the Indemnified Party has acted honestly and in good faith with a view to the best interests of the Corporation, or, as the case may be, to the best interests of the Corporation's subsidiary or other entity for which the Indemnified Party acted as a director or officer or in a similar capacity at the Corporation's request, and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Indemnified Party had reasonable grounds for believing that his/her conduct was lawful.

9.2           The Corporation shall advance moneys to the Indemnified Party for the expenses described in paragraph 1 above; however, the Indemnified Party will repay such moneys if he/she does not fulfill the conditions set forth in subparagraphs 1(a) and (b) above.

9.3           For greater certainty, the Corporation will indemnify the Indemnified Party for any taxes payable by him/her as a result of any payment made to him/her pursuant to the present undertakings.

9.4           If for any reason, directors’ and officers’ liability insurance provides that a deductible must be assumed by the Indemnified Party, the Corporation shall pay the deductible for and on his/her behalf; however, he/she will repay such deductible to the Corporation if he/she does not fulfill the conditions set forth in subparagraphs 1 (a) and (b) above.

9.5           Where the undertakings described herein or any component thereof is subject to or conditional upon the approval of a court, the Corporation will exercise all reasonable efforts to obtain, or assist in obtaining, or facilitate the obtaining of, such approval.

Section 124 of the Canada Business Corporations Act authorizes corporations to indemnify past and present directors, officers and certain other individuals for liabilities incurred in connection with their services as such (including costs, expenses and settlement payments) if such individual acted honestly and in good faith with a view to the best interests of the corporation and, in the case of a criminal or administrative proceeding, if such individual had reasonable grounds for believing his or her conduct was lawful. In the case of a suit by or on behalf of the corporation, a court must approve the indemnification.

The Registrant maintains a Directors & Officers Indemnity Insurance Policy, which indemnifies the Registrant’s directors and officers for wrongful acts. The coverage is subject to customary exclusions.

Item 8. Exhibits

See Exhibit Index.

Item 9. Undertakings.

(a)           The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Montréal, Province of Québec, Canada, on November 11, 2015.

GILDAN ACTIVEWEAR INC.
By:	/s/ Lindsay Matthews
	Name:  Lindsay Matthews
	Title:    Vice-President, General Counsel and Corporate Secretary

Pursuant to the requirements of the U.S. Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities indicated City of Montréal, Province of Québec, Canada, on the dates indicated:

SIGNATURE	CAPACITY	DATE
/s/ Glenn J. Chamandy	President and Chief Executive Officer, Director	November 11, 2015
Glenn J. Chamandy
/s/ Rhodri J. Harries	Executive Vice-President, Chief Financial and Administrative Officer (principal financial officer)	November 11, 2015
Rhodri J. Harries
/s/ Nicolas Lavoie	Senior Vice President, Finance (principal accounting officer)	November 11, 2015
Nicolas Lavoie

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Lindsay Matthews and Nicolas Lavoie, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments), to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitutes may lawfully do or cause to be done by virtue hereof.

SIGNATURE	CAPACITY	DATE
/s/ William d. Anderson	Chairman of the Board	November 11,2015
William D. Anderson
/s/ Donald C. Berg	Director	November 11, 2015
Donald C. Berg
/s/ Russell Goodman	Director	November 11, 2015
Russell Goodman
/s/ Russ Hagey	Director	November 11, 2015
Russ Hagey
/s/ George Heller	Director	November 11, 2015
George Heller
/s/ Anne Martin-Vachon	Director	November 11, 2015
Anne Martin-Vachon
/s/ Sheila O’Brien	Director	November 11, 2015
Sheila O’Brien
/s/ Gonzalo F. Valdes-Fauli	Director	November 11, 2015
Gonzalo F. Valdes-Fauli

SIGNATURE OF THE AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of the Registrant, has signed this Registration Statement in the City of Charleston, State of South Carolina on November 11, 2015.

AUTHORIZED U.S. REPRESENTATIVE
By:	/s/ Andrew Colvin
	Name:  Andrew Colvin
	Title:    Director, Legal Affairs and Authorized Representative in the United States

INDEX TO EXHIBITS

Exhibit Number	Exhibit Description
4.1*	Certificate of Restated Articles of Incorporation, dated February 15, 2011.
4.2	By-Law One (incorporated by reference to the Form 6-K filed with the Commission on August 5, 2005).
5.1*	Opinion of Norton Rose Fulbright Canada LLP, Canadian counsel to the Registrant, as to the legality of the Common Shares being registered.
23.1*	Consent of KPMG LLP.
23.2*	Consent of Norton Rose Fulbright Canada LLP (included in Exhibit 5.1).
24.1*	Power of Attorney (included on the signature page hereto).
99.1*	Share Purchase Plan of Gildan Activewear Inc., as amended.
99.2*	Long Term Incentive Plan of Gildan Activewear Inc., as amended.

*      Filed herewith.

EX-4.1

 EXHIBIT 4.1

[Logo]    Industry     Industrie

Canada        Canada

Restated Certificate of	Certificate de constitution à
Incorporation	jour
Canada Business Corporations Act	Loi canadienne sur les sociétés par actions

GILDAN ACTIVEWEAR INC.

LES VÊTEMENTS DE SPORT GILDAN INC.

____________________________________________

Corporate name/Dénomination sociale

169105-8

__________________________________________

Corporation number/Numéro de société

I HEREBY CERTIFY that the articles of incorporation of the above-named corporation were restated under section 180 of the Canada Business Corporations Act as set out in the attached restated articles of incorporation. JE CERTIFIE que les statuts constitutifs de la société susmentionnée ont été mis à jour en vertu de l’article 180 de la Loi canadienne sur les sociétés par actions, tel qu’il est indiqué dans les statuts mis à jour ci-joints.

/s/ Marcie Girouard

Marcie Girouard

_____________________________________

Director/Directeur

2011-02-15

_______________________________________

Date of Restatement (YYYY-MM-DD)

Date de constitution à jour (AAAA-MM-JJ)

[LOGO]

[LOGO]  Industry Canada                                      Industrie Canada Canada Business                               Loi canadienne rue les Corporations Act                              sociétés par actions   FORM 7 RESTATED ARTICLES OF INCORPORATION (SECTION 180) FORMULAIRE 7 STATUTS CONSTITUTIFS MIS À JOUR (ARTICLE 180)

1-- Name of the Corporation – Dénomination sociale       GILDAN ACTIVEWEAR INC./LES VÊTEMENTS DE SPORT GILDAN INC.		Corporation No. – No de la société 169105-8
2-- The province or territory in Canada where the registered office is       situated       Québec		La province ou le territoire au Canada où est situé le siège social
3-- The classes and any maximum number of shares that the       corporation is authorized to issue       THE ANNEXED SCHEDULE 1 IS INCORPORATED IN THIS FORM.		Catégories et tout nombre maximal d’actions que la société est autorisée à émettre
4-- Restrictions, if any, on share transfers      NONE		Restrictions sur le transfert des actions, s’il y a lieu
5-- Number (or minimum and maximum number) of directors       MINIMUM 5 MAXIMUM 12 – the number to be determined by the directors from time to time		Nombre (ou nombre minimal et maximal) d’administrateurs
6-- Restrictions, if any, on business the corporation may carry on       NONE		Limites imposées à l’activité commerciale de la société, s’il y a lieu
7-- Other provisions, if any       The directors may, from time to time and in accordance with the laws governing the       Corporation, appoint one or more directors.       The annual meeting of the shareholders of the Corporation (whether or not also held as       a special meeting) may be held outside Canada, in the following places where the       Corporation has operations: The State of New York and the State of North Carolina in       the United States of America, or any other place in the United States of America, as       determined from time to time by the Board of Directors.		Autres dispositions, s’il y a lieu
These restated articles of incorporation correctly set out, without substantive change, the corresponding provisions of the articles of incorporation as amended and supersede the original articles of incorporation.		Cette mise à jour des statuts constitutifs démontre exactement, sans changement substantial, les dispositions correspondantes des statuts constitutifs modifiés qui remplacent les statuts constitutifs originaux.
Signature /s/ Lindsay Matthews	Printed name – Nom en lettres moulées Lindsay Matthews	8--Capacity of- En qualité de Corporate Secretary	9--Tel.No.- No de tél. 514-340-8790
FOR DEPARTMENTAL USE ONLY – À L’USAGE DU MINISTÈRE SEULEMENT
IC 3167 (2003/08)
[LOGO]

SCHEDULE 1

to the Restated Articles of Incorporation of

Gildan Activewear Inc. / Les Vêtements de Sport Gildan Inc.

The shares of the Corporation shall consist of (i) an unlimited number of first preferred shares without nominal or par value issuable in series (the “First Preferred Shares”), (ii) an unlimited number of second preferred shares without nominal or par value issuable in series (the “Second Preferred Shares”), and (iii) an unlimited number of common shares without nominal or par value (the “Common Shares”) and the rights, privileges, conditions and restrictions attaching to each such class are as hereinafter set forth.  Any reference herein to the Act is a reference to the Canada Business Corporations Act as it now exists and as it may be amended from time to time and any reference herein to a section of the Act is a reference herein to a section of the Act as such section is presently numbered or as it may be renumbered from time to time.

3.1  First Preferred Shares

       The rights, privileges, restrictions and conditions attaching to the First Preferred Shares as a class, shall be as follows:

       3.1.1           The First Preferred Shares shall be issuable in series and the Board of Directors of the Corporation shall have the right, from time to time, to fix the number of, and to determine the designation, rights, privileges, restrictions and conditions attaching to, the First Preferred Shares of each series subject to the limitations, if any, set out in the Articles of the Corporation.

       3.1.2           The holders of any series of the First Preferred Shares shall be entitled to receive in priority to the holders of shares of any other class of the Corporation ranking subordinate to the First Preferred Shares, as and when declared by the Board of Directors of the Corporation, dividends in the amounts specified or determinable in accordance with the rights, privileges, restrictions and conditions attaching to the series of which such First Preferred Shares form part.

       3.1.3           Upon any liquidation, dissolution, or winding-up of the Corporation or other distribution of assets of the Corporation among shareholders for the purpose of winding-up its affairs, before any amount shall be paid to or any assets distributed among the holders of shares of any other class of the Corporation ranking subordinate to the First Preferred Shares, the holders of the First Preferred Shares shall be entitled to receive with respect to the shares of each series thereof all amounts which may be provided in the Articles of the Corporation to be payable thereon in respect of return of capital, premium and accumulated dividends remaining unpaid, including all cumulative dividends, whether or not declared.

       3.1.4           Except as the  Articles of the Corporation may provide with respect to any series of the First Preferred Shares in the event of the non-payment of dividends attached to such series, the holders of the First Preferred Shares shall not be entitled to

receive any notice of or to attend or to vote at any meeting of shareholders of the Corporation;  provided that at any meeting of shareholders at which, notwithstanding the foregoing, the holders of the First Preferred Shares are required or entitled by law to vote separately as a class, each holder of the First Preferred Shares of any series thereof shall be entitled to cast, in respect of each such First Preferred Share held, that number of votes which is equal to the quotient obtained by dividing the stated capital account maintained for all the outstanding First Preferred Shares of such series by the number of such outstanding First Preferred Shares;  provided that in respect of any such consideration denominated in a currency other than Canadian currency, the Board of Directors of the Corporation shall, for the purpose of this subsection 3.1.4, determine the appropriate conversion rate of such currency to Canadian currency in effect on the date of issue and, based on such rate, the Canadian dollar equivalent of such consideration;  and provided further that when such quotient is a fraction or a whole number plus a fraction there shall be no right to vote in respect of such fraction.

       3.1.5           The holders of the First Preferred Shares shall not be entitled to vote separately as a class, and, unless the Articles of the Corporation otherwise provide, the holders of any series of the First Preferred Shares shall not be entitled to vote separately as a series, upon a proposal to amend the Articles of the Corporation in the case of an amendment of a kind referred to in paragraphs (a), (b) and (e) of subsection 176(1) of the Act.

       3.1.6           Any meeting of shareholders at which the holders of the First Preferred Shares are required or entitled by law to vote separately as a class or a series shall, unless the Articles of the Corporation otherwise provide, be called and conducted in accordance with the by-laws of the Corporation; provided that no amendment to or repeal of the provisions of such by-laws made after the date of the first issue of any of the First Preferred Shares by the Corporation shall be applicable to the calling and conduct of meetings of holders of the First Preferred Shares voting separately as a class or as a series, unless such amendment or repeal has been theretofore approved by ordinary resolution adopted by the holders of the First Preferred Shares voting separately as a class.

3.2  Second Preferred Shares

       The rights, privileges, restrictions and conditions attaching to the Second Preferred Shares as a class, shall be as follows:

       3.2.1           The Second Preferred Shares shall be subject to and subordinate to the rights, privileges, restrictions and conditions attaching to the First Preferred Shares.

- 2 -

       3.2.2           The Second Preferred Shares shall be issuable in series and the Board of Directors of the Corporation shall have the right, from time to time, to fix the number of, and to determine the designation, rights, privileges, restrictions and conditions attaching to, the Second Preferred Shares of each series subject to the limitations, if any, set out in the Articles of the Corporation.

       3.2.3           The holders of any series of the Second Preferred Shares shall be entitled to receive in priority to the holders of shares of any other class of the Corporation ranking subordinate to the Second Preferred Shares, as and when declared by the Board of Directors of the Corporation, dividends in the amounts specified or determinable in accordance with the rights, privileges, restrictions and conditions attaching to the series of which such Second Preferred Shares form part.

       3.2.4           Upon any liquidation, dissolution or winding-up of the Corporation or other distribution of assets of the Corporation among shareholders for the purpose of winding-up its affairs, before any amount shall be paid to or any assets distributed among the holders of shares of any other class of the Corporation ranking subordinate to the Second Preferred Shares, the holders of the Second Preferred Shares shall be entitled to receive with respect to the shares of each series thereof all amounts which may be provided in the Articles of the Corporation to be payable thereon in respect of return of capital, premium and accumulated dividends remaining unpaid, including all cumulative dividends, whether or not declared.

       3.2.5           Except as the Articles of the Corporation may provide with respect to any series of the Second Preferred Shares in the event of non-payment of dividends attached to such series, the holders of the Second Preferred Shares shall not be entitled to receive any notice of or to attend or to vote at any meeting of shareholders of the Corporation; provided that at any meeting of shareholders at which, notwithstanding the foregoing, the holders of the Second Preferred Shares are required or entitled by law to vote separately as a class, each holder of the Second Preferred Shares of any series thereof shall be entitled to cast, in respect each such Second Preferred Share held, that number of votes which is equal to the quotient obtained by dividing the stated capital account maintained for all the outstanding Second Preferred Shares of such series by the number of such outstanding Second Preferred Shares;  provided that in respect of any such consideration denominated in a currency other than Canadian, the Board of Directors of the Corporation shall, for the purpose of this subsection 3.2.5, determine the appropriate conversion rate of such currency to Canadian currency in effect on the date of issue and, based on such rate, the Canadian dollar equivalent of such consideration;  and provided further that when such quotient is a fraction or whole number plus a fraction there shall be no right to vote in respect of such fraction.

- 3 -

       3.2.6           The holders of the Second Preferred Shares shall not be entitled to vote separately as a class, and, unless the Articles of the Corporation otherwise provide, the holders of any series of the Second Preferred Shares shall not be entitled to vote separately as a series, upon a proposal to amend the Articles of the Corporation in the case of an amendment of a kind referred to in paragraphs (a), (b), and (e) of subsection 176(1) of the Act.

       3.2.7           Any meeting of shareholders at which the holders of the Second Preferred Shares are required or entitled by law to vote separately as a class or a series shall, unless the Articles of the Corporation otherwise provide, be called and conducted in accordance with the by-laws of the Corporation; provided that no amendment to or repeal of the provisions of such by-laws made after the date of the first issue of any of the Second Preferred Shares by the Corporation shall be applicable to the calling and conduct of meetings of holders of the Second Preferred Shares voting separately as a class or as a series, unless such amendment or repeal has been theretofore approved by ordinary resolution adopted by the holders of the Second Preferred Shares voting separately as a class.

3.3  Common Shares

       The rights, privileges, restrictions and conditions attaching to the Common Shares shall be as follows:

       3.3.1           The Common Shares shall be subject to and subordinate to the rights, privileges, restrictions and conditions attaching to the First Preferred Shares and the Second Preferred Shares.  Each holder of Common shares shall have the right to receive any dividend declared by the Corporation and the right to receive the remaining property and assets of the Corporation on dissolution.

       3.3.2           Each holder of Common Shares shall be entitled to receive notice of and to attend all meetings of shareholders of the Corporation, except meetings of which only holders of another particular class or series shall have the right to vote.  Each Common Share shall entitle the holder thereof to one (1) vote.

- 4 -

EX-5.1

	EXHIBIT 5.1
	Barristers & Solicitors / Patent & Trade-mark Agents
November 12, 2015
	Norton Rose Fulbright Canada LLP
	1 Place Ville Marie, Suite 2500
	Montréal, Quebec  H3B 1R1  CANADA
	F: +1 514.286.5474
	nortonrosefulbright.com

Gildan Activewear Inc.

600 de Maisonneuve Boulevard West

Montréal, Québec

Canada H3A 3J2

Dear Sirs/Mesdames:

We have been asked to render this opinion as Canadian counsel to Gildan Activewear Inc. (the Corporation) in connection with the Corporation’s filing with the Securities and Exchange Commission of a registration statement on Form S-8 (the Registration Statement) to register under the Securities Act of 1933, as amended (the Securities Act) an aggregate of up to 10,961,376 additional common shares of the capital of the Corporation (the Shares), of which up to 5,640,400 Shares (the LTIP Shares) may be issued pursuant to the Corporation’s Long Term Incentive Plan, as amended (the LTIP), up to 500,000 Shares may be purchased on the secondary market for delivery as settlement of vested non-treasury restricted share units granted by the Corporation in accordance with the terms of the LTIP, and up to 4,820,976 Shares (the ESPP Shares) may be issued pursuant to the Corporation’s Share Purchase Plan, as amended (the ESPP).

In connection with this opinion, we have examined such corporate records of the Corporation and such other documents as we have considered appropriate and necessary to enable us to express the opinions hereinafter set forth. In our examinations, we have assumed the genuineness of all signatures, the legal capacity of all individuals who have signed personally, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified or true copies or photocopies. As to any matters of fact material to the opinions expressed hereinafter, we have relied exclusively and without independent investigation or verification, upon statements and representations of officers and other representatives of the Corporation, and we have assumed that all facts set forth therein are current, true and accurate and remain current, true and accurate as of the date hereof. We have also considered such questions of law as we have deemed relevant and necessary as a basis for the opinions hereinafter expressed. In rendering the opinions hereinafter expressed, we have also assumed that all matters related to the LTIP and ESPP which have been submitted to the shareholders of the Corporation for approval and/or ratification from time to time have been duly approved and/or ratified, substantially as presented in the relevant management information circulars of the Corporation.

We are qualified to practice law in the provinces of Quebec, Ontario and Alberta, and the opinions hereinafter expressed are limited to the laws of the Province of Quebec and the federal laws of Canada applicable therein.

Based and relying upon the foregoing, we are of the opinion that, when issued, delivered and paid for in full in accordance with the terms and subject to the conditions of the LTIP and the ESPP, and subject to the requirements of applicable regulatory authorities, including the stock exchanges on which the common shares of the share capital of the Corporation are then listed, any original issuance LTIP Shares and any original issuance  ESPP Shares shall be duly authorized, validly issued, fully-paid and non-assessable common shares of the capital of the Corporation. For greater certainty, this opinion does not apply to any Shares which may be purchased on the secondary market for delivery as settlement of vested non-treasury restricted share units granted by the Corporation in accordance with the terms of the LTIP.

DOCSMTL: 6143223\3B

Norton Rose Fulbright Canada LLP is a limited liability partnership established in Canada.

Norton Rose Fulbright Canada LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright South Africa (incorporated as Deneys Reitz Inc) and Fulbright & Jaworski LLP, each of which is a separate legal entity, are members of Norton Rose Fulbright Verein, a Swiss Verein. Details of each entity, with certain regulatory information, are at nortonrosefulbright.com. Norton Rose Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients.

 November 12, 2015

We hereby consent to the use of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required by the Securities Act.

Yours very truly,

(signed) Norton Rose Fulbright Canada LLP

DOCSMTL: 6143223\3B

2

EX-23.1

 EXHIBIT 23.1

KPMG LLP 600 de Maisonneuve Blvd. West Suite 1500 Tour KPMG Montréal, Québec  H3A 0A3 Telephone      (514) 840-2100 Fax                 (514) 840-2187 Internet          www.kpmg.ca

CONSENT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

We consent to the use of our audit report dated December 3, 2014, on the financial statements of Gildan Activewear Inc., which comprise the consolidated statements of financial position as at October 5, 2014 and September 29, 2013, the consolidated statements of earnings and comprehensive income, changes in equity and cash flows for each of the years then ended, and notes, comprising a summary of significant accounting policies and other explanatory information, and our audit report dated December 3, 2014 on the effectiveness of internal control over financial reporting, which are incorporated by reference herein.

November 12, 2015

Montréal, Canada

*CPA auditor, CA, public accountancy permit No. A110592

KPMG LLP is a Canadian limited liability partnership and a member firm of the KPMG

network of independent member firms affiliated with KPMG International Cooperative

(“KPMG International”), a Swiss entity.  KPMG Canada provides services to KPMG LLP.

EX-99.1

 EXHIBIT 99.1

SHARE PURCHASE PLAN OF

GILDAN ACTIVEWEAR INC.

Global Plan

Adopted by the Board of Directors on November 30, 2011

Last amended on August 1, 2012

TABLE OF CONTENTS

1.	Definitions	2
2.	Purpose of the Plan	4
3.	Administration of the Plan	5
4.	Administration and Brokerage Fees	5
5.	Custodian	5
6.	Participation	6
7.	Purchase of Shares with Contributions	7
8.	Dividends	8
9.	Retention of Plan Shares	8
10.	Certificates Representing Plan Shares and RRSP	8
11.	Statements to Participants	9
12.	Voting Rights	10
13.	Offer for Shares of Gildan	10
14.	Subdivision, Consolidation, Conversion or Reclassification	10
15.	Change and Suspension of Contributions	10
16.	Death, Retirement and Termination of Employment	11
17.	Amendment, Suspension or Termination of the Plan	11
18.	Legal Requirements	13
19.	Participants other than U.S. and Canadian Residents	13
20.	Taxes	13
21.	Governing Law	14
22.	Participation Voluntary	14
23.	Rights Non-Assignable	14
24.	Effective Date	15
25.	Prior Plans	15
	Schedule A - Barbados	16
	Schedule B - Nicaragua	17
	Schedule C – Honduras	18
	Schedule D – Dominican Republic	19

This document constitutes part of a prospectus covering securities that have been registered under the

Securities Act of 1933.

1.   Definitions

The following words and phrases have the following meanings unless there is something in the context inconsistent therewith:

“Annual Income” means (i) for a salaried employee, the annual base salary of such employee at the date of enrollment in the Plan, or thereafter at the effective date of an increase in salary or at such date as the Participant changes the amount of his Contributions to the Plan pursuant to Section 15 hereof, excluding overtime, bonuses, premiums, incentives, traveling or moving expenses, expense allowances, or any special payments for extraordinary services and the cost of employee benefits paid for by the Corporation and (ii) for a non-salaried employee, the annual base rate of pay of such employee at such date.

“Board” means the Board of Directors of Gildan or any authorized committee thereof as the same may be constituted from time to time.

“Canadian Resident” means a person who is considered a resident of Canada for the purposes of the Income Tax Act (Canada), taking into account any applicable tax treaty.

“Common Shares” or “Shares” means the common shares of Gildan.

“Compensation Committee” means the Compensation and Human Resources Committee of the Board.

“Contributions” means in respect of any Participant the sums deducted by the Corporation from the payroll of such Participant, as designated in the Participant’s Enrollment Form or Modification Form, and paid over to the Custodian for the account of such Participant.

“Corporation” means Gildan and/or, subject to any requirements or conditions imposed under applicable legislation, including IRC Sections 423 and 424, any of its subsidiaries or affiliates, and shall include the subsidiaries or affiliates of Gildan located in Canada, the United States, Barbados, Nicaragua, Honduras and the Dominican Republic, as well as any additional jurisdictions listed in the schedules to this Plan.

Page 2

“Custodian” means the financial institution appointed to act as custodian under the Plan, pursuant to Section 5.

“Eligible Employee” means any regular full-time, or regular part-time employee of the Corporation, whose customary employment is more than 20 hours per week.

“Enrollment Form” means the form entitled “Enrollment/Modification/Termination Form” pursuant to which an Eligible Employee may enroll in the Plan.

“Fair Market Value” of a Common Share as of a given date means the closing price of the Common Shares on the NYSE or, for Canadian Residents, the TSX, on such date, or, if Common Shares were not traded on such date on the NYSE or the TSX, as applicable, then on the next preceding trading day during which a trade occurred.

“Former Participant” means a Participant who ceases to be an Eligible Employee of the Corporation but whose Plan Shares are still held by the Custodian on his behalf.

“Gildan” means Gildan Activewear Inc.

“IRC” means the U.S. Internal Revenue Code (26 U.S.C).

“Market Price” on any Purchase Date (or other specified date) means (i) if Common Shares are issued from the treasury of Gildan, the weighted average trading price per share of the Common Shares on the NYSE or, for Canadian Residents, the TSX, for the last five (5) trading days immediately preceding the applicable Purchase Date (or other specified date) during which at least a board lot of Common Shares was traded or (ii) if Common Shares are purchased on the open market, the actual price at which such shares are purchased.

“Modification or Subscription Period” means the periods from June 1 to June 30 and from December 1 to December 31 of each year.

“Modification Form” means the form entitled “Enrollment/Modification/Termination Form” a Participant uses (i) to modify or cease his Contributions, (ii) to sell or withdraw his Plan Shares or (iii) to terminate his participation in the Plan.

Page 3

“NYSE” means the New York Stock Exchange.

“Participant” means any Eligible Employee participating in the Plan.

“Participation Amount” has the meaning referred to in Section 6.2.

“Plan” means this Share Purchase Plan of Gildan Activewear Inc.

“Plan Shares” means Common Shares and any fractions thereof issued or purchased, as the case may be, and held by the Custodian for the account of each Participant or Former Participant pursuant to the Plan.

“Purchase Date” means (i) if Common Shares are issued from the treasury of the Gildan, the last day of each month in every calendar year, or (ii) if Common Shares are purchased on the open market, the actual date at which such shares are purchased.

“Restricted Shares” means the Plan Shares subject to the Retention Period referred to in Section 9 hereof.

“Retention Period” means the period referred to in Section 9 hereof.

“Share Compensation Arrangements” means any stock option or share unit plan, including Gildan’s Long Term Incentive Plan, employee stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of securities of Gildan.

“Statement” means the statement issued on a quarterly basis by the Custodian, referred to in Section 11 hereof.

“TSX” means the Toronto Stock Exchange.

Words importing the masculine gender shall include the feminine gender.

2.   Purpose of the Plan

The purpose of the Plan is to provide an opportunity for Eligible Employees to participate in the ownership of Gildan, through the purchase of Common Shares.

Page 4

3.   Administration of the Plan

The Plan is under the direction of the Board which, in addition to the specific powers conferred upon it hereunder, has full and complete authority to interpret the Plan and, subject to Section 17, to prescribe such rules and regulations and make such other determinations as it deems necessary or desirable to administer the Plan and to meet its objectives.

The Board may delegate to the Compensation Committee or to any person, group of persons or corporation, such administrative duties and powers as it may see fit.  If the Compensation Committee is appointed to administer the Plan, all references in this Plan to the Board shall be deemed to be references to the Compensation Committee, with the exception that approval of the Board as to the number of Common Shares reserved for issuance pursuant to this Plan shall be required, and the Board shall retain ultimate authority in connection with all decisions made by the Compensation Committee in the administration of the Plan.

4.   Administration and Brokerage Fees

Gildan assumes all the administration fees inherent in the Plan, except for brokerage fees related to the withdrawal or sale of Plan Shares, which are payable by the Participant.  Gildan also pays the fees related to one transaction (i.e. withdrawal, transfer or issuance of share certificate) per period of twelve (12) months to each Participant.  Fees for an additional transaction during that period are payable by the Participant who makes such a request and are taken directly from his account.

5.   Custodian

The Custodian shall be a financial institution appointed by the Board to act in this capacity and shall hold office for such period as is determined by the Board.  In the event of the resignation or other termination of office of the Custodian, its successor shall be appointed by the Board.  Any successor of the Custodian shall be vested with all the powers, rights and duties of the Custodian hereunder to the same extent as if originally named as the Custodian hereunder.

Page 5

6.   Participation

6.1An Eligible Employee can become a Participant in the Plan by completing and filing an Enrollment Form with the Corporation during a Modification or Subscription Period.

6.2The aggregate amount of Contributions a Participant may make to the Plan on a yearly basis may be a multiple of 1%, not to exceed 10%, of the Participant’s Annual Income for any given year (the “Participation Amount”).

6.3No Eligible Employee may be granted a right to participate in the Plan if immediately after such grant, such Eligible Employee would own Common Shares and/or hold a right to purchase such Common Shares possessing 5% or more of the total combined voting power or value of all classes of the capital stock of Gildan.

6.4No Participant who is a U.S. citizen or resident shall be permitted to purchase Common Shares under the Plan or under any other employee share purchase plan of Gildan which is intended to qualify under IRC Section 423, at a rate that exceeds $25,000 of the Fair Market Value of such shares for each calendar year in which such Participant is eligible to purchase Common Shares under the Plan.

6.5Notwithstanding anything to the contrary herein provided, (i) the number of Common Shares issuable to insiders of Gildan under the Plan and other Share Compensation Arrangements at any time shall not exceed 10% of the outstanding issue and (ii) the number of Common Shares issued to insiders of Gildan under the Plan and other Share Compensation Arrangements in a one (1)-year period shall not exceed 10% of the outstanding issue. For the purposes of this Section 6.5, the term “outstanding issue” shall mean Gildan’s total issued and outstanding Common Shares.

6.6The Contributions will commence on the first pay period of the month after the end of the modification or subscription period during which the Enrollment Form (or the Modification Form) was filed in accordance with Sections 6.1 and 6.7 and will be deducted from the Participant’s Annual Income according to the percentage determined by the Participant.

Page 6

6.7Participants may revise, subject to Sections 6.2, 6.3, 6.4, 6.5 and Section 15.1 hereof, their Participation Amounts during a Modification or Subscription Period.

7.   Purchase of Shares with Contributions

7.1Gildan shall remit, or cause to be remitted, the Contributions to the Custodian on a monthly basis.

7.2As soon as practicable following remittance by Gildan of the Contributions, the Custodian shall subscribe from the treasury of Gildan, for and on behalf of each Participant, a number of Common Shares equal to the quotient, including fractions thereof, obtained by dividing the Contributions made during the month by ninety percent (90%) of the Market Price; such Common Shares shall be listed on the NYSE or, for Canadian Residents, on the TSX.  Notwithstanding the above, at Gildan’s discretion, an equivalent number of Common Shares may be purchased on the open market, in which case Gildan shall remit to the Custodian the additional funds required to settle such purchase. Common Shares shall be purchased on the NYSE or, for Canadian Residents, on the TSX.

7.3A maximum of 5,000,000 Common Shares in the aggregate have been reserved for issuance pursuant to the Plan.  In the event that the number of Common Shares reserved is insufficient to satisfy the total number of Common Shares which the Custodian must purchase pursuant to Section 7.2, (i) share purchases from the reserved shares shall be prorated in order to allow partial acceptance of all subscriptions and (ii) Gildan may, in its entire discretion, direct the Custodian to purchase the balance of the Common Shares required to satisfy such subscriptions on the open market, in which case Gildan shall remit to the Custodian the additional funds required to settle such purchase. If the subscriptions are only partially satisfied, the Custodian will remit to each affected Participant any Contributions not invested.

Page 7

8.   Dividends

Any dividends declared and paid on the Plan Shares, less all applicable withholding taxes, if any, shall be used to purchase additional Common Shares in conformity with Section 7.2, except that the reference to ninety percent (90%) shall be replaced by one hundred percent (100%).

9.   Retention of Plan Shares

Except in the event of death, retirement or termination of employment of a Participant, Plan Shares will be held by the Custodian for and on behalf of the Participant for a minimum period of twenty-four (24) months following their respective purchases by the Custodian (such period and such Plan Shares, respectively hereinafter referred to as the “Retention Period” and the “Restricted Shares”).

10.   Certificates Representing Plan Shares and RRSP

10.1The Common Shares purchased by the Custodian under the Plan for and on behalf of a Participant will be registered in the name of and held by the Custodian for and on behalf of the Participant or Former Participant, as the case may be.  A Participant may request from the Custodian, a certificate representing any number of the Plan Shares which are eligible for withdrawal pursuant to the terms of the Plan and any such request affecting Plan Shares shall first be applied to the Plan Shares which have been held in the Plan for the longest period of time.  In lieu of a certificate, the Participant may request that the Custodian sell the said Plan Shares on the NYSE or, for Canadian Residents, the TSX, and remit to him the net proceeds of such sale, or the Participant may request that the Custodian transfer the said Plan Shares to a personal brokerage account.

10.2If authorized by Gildan, upon request from a Participant, and subject to any applicable rules or regulations, the Custodian shall, subject to the Retention Period, register the Plan Shares purchased on behalf of Participants who are Canadian Residents, as contributions to such Participant’s Registered Retirement Savings Plan (RRSP).

Page 8

10.3Notwithstanding anything herein contained, the Custodian will not transfer or provide certificates representing fractional shares.  If any fraction of a Plan Share would, except for this provision, be deliverable, the Custodian shall pay to the Participant an amount of cash equal to the amount obtained by multiplying such fraction of a Plan Share by the Fair Market Value on the business day immediately preceding the date the request for delivery is made.

11.   Statements to Participants

11.1The Custodian will issue, or otherwise make available electronically, on an annual basis to each Participant or Former Participant a statement (the “Statement”) indicating:

(a)   the Contributions received by the Custodian since the last Statement;

(b)   the Market Price of the Common Shares purchased on each of the Purchase Dates since the last Statement;

(c)   the purchase price of the Common Shares purchased on each of the Purchases Dates since the last Statement;

(d)   the number of Common Shares purchased on each of the Purchase Dates with the Participant’s or Former Participant’s Contributions;

(e)   the number of Common Shares purchased with reinvested cash dividends, if applicable, since the last Statement;

(f)   the cumulative number of Plan Shares held by the Custodian on behalf of each Participant or Former Participant, indicating the number of Restricted Shares subject to the Retention Period; and

(g)   the Fair Market Value of the Plan Shares being held for the Participant or Former Participant.

11.2Notwithstanding Section 11.1 hereof, the Custodian may, with the prior consent of the Board, revise the form and content of the Statement.

Page 9

12.   Voting Rights

All voting rights with respect to whole Plan Shares may be exercised by Participants or Former Participants and the Custodian shall execute and deliver, or cause to be executed and delivered, suitable proxies or voting powers to permit Participants or Former Participants to vote and shall otherwise facilitate the voting of such Plan Shares by Participants or Former Participants.

13.   Offer for Shares of Gildan

In the event that, at any time, an offer to purchase is made to all holders of Common Shares, notice of such offer shall be given by the Custodian to each Participant or Former Participant and the Retention Period will be deemed to be waived with respect to each Participant’s or Former Participant’s Plan Shares to the extent necessary to enable a Participant or Former Participant to tender his Plan Shares under the offer should he so desire.

14.   Subdivision, Consolidation, Conversion or Reclassification

In the event that the Common Shares are subdivided, consolidated, converted or reclassified by Gildan, or any other action is taken by Gildan of a similar nature affecting the Common Shares, then the Plan Shares held by the Custodian for the benefit of the Participants or Former Participants shall be appropriately adjusted, and the maximum number of Common Shares reserved for issuance under the Plan shall be adjusted in the same manner.

15.   Change and Suspension of Contributions

15.1Subject to Section 15.2 hereof, a Participant can change his participation in the Plan by modifying the amount of or ceasing his Contributions to the Plan by completing and filing the Modification Form with the Corporation during the Modification or Subscription Period.

15.2In the event a Participant ceases his Contributions and fails to reinstate Contributions to the Plan for a period of two (2) years following such termination, participation in the Plan will automatically terminate and, as soon as reasonably possible thereafter, the Custodian will remit

Page 10

to the Participant a certificate registered in the Participant’s name representing the number of whole Plan Shares standing to the credit of such Participant together with a net cash payment for any fraction of a Plan Share (calculated in accordance with Sections 4 and 10.3 hereof).

15.3With the exception of Participants on parental leave permitted by the applicable laws, in the event that a Participant, while remaining an Eligible Employee, is no longer being paid by the Corporation due to an authorized period of absence such as, but not limited to, leave of absence, temporary layoff or disability, the Contributions of such Participant will be suspended until the Participant resumes paid employment within the Corporation.  Participants who temporarily cease being paid by the Corporation as a result of being on parental leave may continue participation in the Plan during such period of parental leave provided they furnish the Corporation with cash payments equivalent to the Contributions which would normally be deducted from such Participants’ pay.  If the Participant does not resume employment within two (2) years from any leave, layoff or disability, the provisions of Section 15.2 hereof will apply.

16.   Death, Retirement and Termination of Employment

In the event of the death, retirement or termination of employment of a Participant, participation in the Plan will automatically terminate following a 90-day delay following the event and the Custodian will, unless otherwise instructed, remit to the estate of the deceased Participant, to the retired Participant or to the Former Participant, as the case may be, a certificate registered in the Participant’s name representing the number of whole Plan Shares standing to the credit of such Participant as of the date of death, retirement or termination of employment, as the case may be, together with a net cash payment for any fraction of a Plan Share (calculated in accordance with Sections 4 and 10.3 hereof) and any Contributions not yet invested as of the date of death, retirement or termination of employment.

17.   Amendment, Suspension or Termination of the Plan

17.1From time to time, the Board may, in addition to its powers under the Plan, amend any of the provisions of the Plan or suspend or terminate the Plan, provided, however, that Gildan shall obtain shareholder approval for:

Page 11

(a)   any amendment to the number of Plan Shares issuable under the Plan, subject to Section 14 hereof;

(b)   any change which would allow non-employee directors of Gildan to participate under the Plan;

(c)   any amendment which would permit any rights under the Plan to be transferable or assignable other than by will or pursuant to the laws of succession;

(d)   any amendment to the formula described in Section 7.2 that would be more favorable to Participants;

(e)   any amendment to the restrictions described in Sections 6.2, 6.3 and 6.5 of the Plan that would be more favorable to a Participant;

(f)   any change to this amendment provision other than amendments of a “housekeeping” or clerical nature or to clarify such provision.

17.2The Board may, subject to receipt of requisite regulatory approval, where required, in its sole discretion, make all other amendments to the Plan that are not contemplated in section 17.1 above, including, without limitation, the following:

(a)   amendments of a “housekeeping” or clerical nature as well as any amendment clarifying any provision of the Plan;

(b)   any change described in Sections 14 of the Plan;

(c)   any addition or changes to the schedules of the Plan to extend the application of the Plan to include Eligible Employees of Corporations located in jurisdictions other than the United States and Canada;

(d)   making any necessary changes to the schedules of the Plan in order to ensure compliance of the Plan with foreign laws or regulations pursuant to Section 19 of the Plan; and

(e)   suspending or terminating the Plan.

Page 12

17.3In making any amendment as described above, Gildan shall not contravene any requirements, norms, laws and regulations of the NYSE, TSX or of any regulatory authorities.

17.4If the Plan or the Eligible Employee’s participation herein is terminated in whole or in part by Gildan, the Custodian will, subject to the Retention Period, if applicable, remit to each affected Participant and Former Participant certificates registered in their names or provide them with a written transfer receipt representing the whole Plan Shares standing to the credit of such Participants or Former Participants together with a net cash payment for any fraction of a Plan Share (calculated in accordance with Section 4 and 10.3 hereof) and any Contributions not yet invested.

18.   Legal Requirements

No Common Share may be issued, purchased or sold under the Plan, with respect to a Participant, if such issuance, purchase or sale would be contrary to or in violation of any applicable law or any applicable regulation adopted thereunder.

19.   Participants other than U.S. and Canadian Residents

Gildan may, by way of schedules to this Plan, add terms and conditions applicable to Participants who are subject to the laws and regulations of countries other than the United States and Canada, in order to render the Plan compliant with such foreign laws or regulations.  With respect to such Participants, these schedules will be incorporated into and take precedence over the terms and conditions of the Plan, to the extent required to comply with applicable foreign laws or regulations.

20.   Taxes

20.1Participants shall be responsible for all taxes payable as a result of their participation in the Plan. The Corporation makes no guarantee to any person regarding taxable benefits or other tax consequences related to the acquisition, sale or transfer of Common Shares by Participants

Page 13

under the Plan.  None of the Corporation or any of its employees or representatives shall have any liability to any Participant in respect of any such taxes.

20.2The Corporation may take such steps as are considered necessary or appropriate for the withholding (including any deduction) of any taxes which the Corporation is required by any law or regulation of any governmental authority to withhold in connection with this Plan.

21.   Governing Law

The provisions of the Plan will be governed by, and construed in accordance with, the laws of the Province of Quebec and the laws of Canada applicable therein.

22.   Participation Voluntary

22.1The participation of an Eligible Employee in the Plan is entirely voluntary and not obligatory and shall not be interpreted as conferring upon any such Eligible Employee any rights or privileges other than those rights and privileges expressly provided in the Plan.  In particular, participation in the Plan does not constitute a condition of employment nor a commitment on the part of the Corporation to ensure the continued employment of such Eligible Employee.

22.2The Corporation offers no guarantee against any loss that a Participant may suffer as a consequence of a drop in the market value of the Common Shares or of market fluctuations for any cause whatsoever.

23.   Rights Non-Assignable

Except as provided herein, the rights of a Participant pursuant to the provisions of this Plan are non-assignable.

Page 14

24.   Effective Date

The Plan shall be effective upon the approval of the shareholders of Gildan, or at such other time as may be determined by, the Board, subject to receipt of all applicable approvals, including the approvals of the stock exchanges upon which the Common Shares are currently listed.

25.   Prior Plans

This Plan hereby repeals and replaces any prior employee share purchase plans including the Employee Share Purchase Plan (U.S. Provisions) and the Share Purchase Plan (Canadian Provisions), both adopted by the Board of Directors on May 9, 2000, and last amended on May 2, 2007.

Page 15

Schedule A — Barbados

For Participants who are subject to the tax laws and/or regulations of Barbados, the term “Corporation” shall mean the Gildan subsidiary operating in Barbados that employs the Participants, and, if applicable shall include any of its subsidiaries or affiliates.

All employees who are subject to the tax laws and/or regulations of Barbados qualify as an Eligible Employee for the purpose of this Plan.  There are no changes to the Plan for Barbados.

Page 16

Schedule B — Nicaragua

For Participants who are subject to the tax laws and/or regulations of Nicaragua, the term “Corporation” shall mean the Gildan subsidiary operating in Nicaragua that employs the Participants, and, if applicable shall include any of its subsidiaries or affiliates.

All employees who are subject to the tax laws and/or regulations of Nicaragua, and who occupy a manager-level and above position within the Corporation, qualify as an Eligible Employee for the purpose of this Plan.  There are no changes to the Plan for Nicaragua.

Page 17

Schedule C — Honduras

For Participants who are subject to the tax laws and/or regulations of Honduras, the term “Corporation” shall mean the Gildan subsidiary operating in Honduras that employs the Participants, and, if applicable shall include any of its subsidiaries or affiliates.

All employees who are subject to the tax laws and/or regulations of Honduras, and who occupy a manager-level and above position within the Corporation, qualify as an Eligible Employee for the purpose of this Plan.  There are no changes to the Plan for Honduras.

Page 18

Schedule D — Dominican Republic

For Participants who are subject to the tax laws and/or regulations of the Dominican Republic, the term “Corporation” shall mean the Gildan subsidiary operating in the Dominican Republic that employs the Participants, and, if applicable shall include any of its subsidiaries or affiliates.

All employees who are subject to the tax laws and/or regulations of the Dominican Republic, and who occupy a manager-level and above position within the Corporation, qualify as an Eligible Employee for the purpose of this Plan.  There are no changes to the Plan for the Dominican Republic.

Page 19

EX-99.2

 EXHIBIT 99.2

GILDAN ACTIVEWEAR INC.

LONG TERM INCENTIVE PLAN

Adopted on June 24, 1998

Last amended on December 1, 2010

TABLE OF CONTENTS

SECTION 1 - BACKGROUND, PURPOSES OF THE PLAN	1
SECTION 2 - DEFINITIONS	1
SECTION 3 - GENERAL PROVISIONS OF THE PLAN	5
SECTION 4 - GRANT OF OPTIONS	8
SECTION 5 - EXERCISE OF OPTIONS	11
SECTION 6 - GRANT OF AWARDS	12
SECTION 7 - ADJUSTMENT TO SHARES	17
SECTION 8 - TAX WITHHOLDINGS	18
SECTION 9 - APPLICABLE LAW	19
SCHEDULE A - DEFINITION OF “CHANGE OF CONTROL”	20
SCHEDULE B - FORM OF OPTION AGREEMENT	22
SCHEDULE C - FORM OF AWARD AGREEMENT	23

This document constitutes part of a prospectus covering securities that have been registered under the

Securities Act of 1933.

SECTION 1 - BACKGROUND, PURPOSES OF THE PLAN

1.1 Background

The long term incentive plan (the “Plan”) of Gildan Activewear Inc. (“Gildan” or the “Corporation”), became effective on June 24, 1998 and was amended on December 3, 2003, May 4, 2004, May 4, 2005, November 30, 2005, May 3, 2006, December 6, 2006 and August 1, 2007.

1.2 Purposes

The purposes of the Plan are to assist and encourage officers and employees of Gildan and its subsidiaries to work towards and participate in the growth and development of the Corporation and to assist the Corporation in attracting, retaining and motivating its officers and key employees.

SECTION 2 - DEFINITIONS

For the purposes of this Plan, the following terms shall have the following meanings:

2.1 “Award” means the RSUs granted to an Eligible Participant under the Plan on an Award Date, evidenced by an Award Agreement and subject to the terms and conditions of the Plan and the Award Agreement. The term “Award” refers to either a Treasury Award or a Non-Treasury Award;

2.2 “Award Agreement” means an agreement, substantially in the form of the agreement set out in Schedule C to this Plan, entered into by an Eligible Participant and the Corporation pursuant to which an Award is granted to the Eligible Participant in accordance with the Plan, and containing such additional terms and conditions not inconsistent with the Plan as the Board shall deem desirable;

2.3 “Award Date” means the date on which an Award is granted, which date may be on or, if determined by the Board at the time of grant, after the date that the Board resolves to grant the Award, but in any event shall be in the same year as the event or events triggering the grant of such Award;

2.4 “Blackout Extension Term”means an extension of ten (10) business days from the end of a Blackout Period or the Expiry Date, as applicable, if the Expiry Date falls within the Blackout Period or within ten (10) business days after the end of the Blackout Period, it being understood that where the Expiry Date falls within ten (10) business days after the end of a Blackout Period, the Blackout Extension Term should be reduced by the number of business days between the end of the Blackout Period and the Expiry Date. Furthermore, should a new Blackout Period be imposed during a Blackout Extension

-1-

Term, the Blackout Extension Term will be further extended, at the end of the new Blackout Period, so that the number of days during which Optionees will be able to trade the securities of the Corporation will amount to a total of ten (10) business days;

2.5 “Blackout Period” means a period self-imposed by the Corporation during which directors, officers and certain employees of the Corporation shall not trade the securities of the Corporation;

2.6 “Board” means the board of directors of the Corporation;

2.7 “Change of Control” has the meaning set forth in Schedule A hereto;

2.8 “Code” means the Internal Revenue Code, as may be amended from time to time;

2.9 “Corporation” means Gildan Activewear Inc.;

2.10 “Early Vesting Date” has the meaning attributed thereto in section 6.4(b) or 6.4(c) hereof, as the case may be;

2.11 “Eligible Participant” means any officer or key employee of the Corporation and its subsidiaries designated by the Board as eligible to participate in the Plan;

2.12 “Exercise Price” means the price per Share at which Shares may be subscribed for by an Optionee pursuant to a particular Option Agreement;

2.13 “Expiry Date” means the date on which an Option expires pursuant to the Option Agreement relating to that Option, without taking into account a Blackout Extension Term;

2.14 “Gildan Option Market Value” means the higher of the closing price of the Shares on either the TSX or the NYSE;

2.15 “Gildan RSU Market Value” means, at any particular date, the market value of the Shares at that particular date, being the average of the closing prices of the Shares on the TSX for the five (5) trading days immediately preceding such date, subject to adjustments made pursuant to section 7 of this Plan. Notwithstanding the foregoing, however, the Board may, in its discretion, use and refer to the average closing price on the NYSE instead of the TSX for the purposes of the preceding sentence, if it determines it is more appropriate to do so. The Gildan RSU Market Value shall at all times be denominated in Canadian dollars. In the event the Board determines, in accordance with the foregoing, that it would be more appropriate to use and refer to the average closing price of the Shares

-2-

on the NYSE, then the Gildan RSU Market Value shall be calculated by converting the U.S. dollar equivalent of the Gildan RSU Market Value based on the closing prices of the Shares on the NYSE into Canadian dollars by using the Bank of Canada’s noon spot rate of exchange of U.S. to Canadian dollars for each trading day taken into account in the calculation of the Gildan RSU Market Value;

2.16 “Grant Date” means the date on which an Option is granted, which date may be on or, if determined by the Board at the time of grant, after the date that the Board resolves to grant the Option;

2.17 “Notice of Exercise” means a notice in the form prescribed by the Corporation from time to time, from an Optionee to the Corporation, or any third party appointed by the Board for the purpose of processing such notices under the Plan, giving notice of the exercise or partial exercise of an Option previously granted to the Optionee;

2.18 “Non-Treasury Award” means the RSUs granted to an Eligible Participant under the Plan on an Award Date, evidenced by an Award Agreement, which allow their holder to receive RSU Shares purchased on the secondary market or cash equal to the Gildan RSU Market Value, subject to the terms and conditions of the Plan and the Award Agreement;

2.19 “NYSE” means the New York Stock Exchange;

2.20 “Option” means an option to subscribe for Shares granted to an Eligible Participant pursuant to the terms of the Plan;

2.21 “Option Agreement” means an agreement, substantially in the form of the agreement set out in Schedule B to this Plan, between the Corporation and an Eligible Participant setting out the terms of an Option granted to the Eligible Participant;

2.22 “Optioned Shares” means the Shares that may be subscribed for by an Optionee pursuant to a particular Option Agreement;

2.23 “Optionee” means an Eligible Participant to whom an Option has been granted;

2.24 “Outstanding Issue” means the Corporation’s total issued and outstanding Shares;

2.25 “Performance Award Shares” has the meaning attributed thereto in section 6.4(c) hereof;

2.26 “Performance Vesting” has the meaning attributed thereto in section 6.4(c) hereof;

-3-

2.27 “Permanent Disability” shall mean incapacity due to a physical or mental illness which is determined by the Corporation to cause a permanent impairment in the ability of the Eligible Participant to perform his or her duties as employee;

2.28 “Plan” means this long term incentive plan of Gildan, as amended;

2.29 “Restricted Share Unit” or “RSU” means the right of an Eligible Participant to whom a grant of such unit is made to receive a Share on the Vesting Date (or the Early Vesting Date or the date of a Change of Control, as the case may be) (or in the case of a Non-Treasury Award, at Gildan’s option, cash equal to the Gildan RSU Market Value of such Share on the Vesting Date (or the Early Vesting Date or the date of a Change of Control, as the case may be)) upon the attainment of specified performance objectives, if any, as determined by the Board in accordance with section 6.1, unless such unit expires prior to its Vesting Date;

2.30 “RSU Holder” means an Eligible Participant to whom an Award has been granted;

2.31 “RSU Shares” means the Shares that an RSU Holder may receive pursuant to a particular Award Agreement, it being understood that in the case of a Treasury Award, such Shares are to be issued from treasury and, in the case of a Non-Treasury Award, such Shares may be purchased on the secondary market or settled in cash at the option of Gildan;

2.32 “Share Compensation Arrangement” means any stock option, stock option plan, employee stock purchase plan, share unit plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Shares;

2.33 “Shares” means common shares of the Corporation;

2.34 “Specified Employee” means an Eligible Participant who is a U.S citizen or U.S. permanent resident for purposes of the Code or an Eligible Participant for whom the compensation under this Plan would otherwise be subject to U.S. taxation under the Code and is also considered a key employee under section 416(i) of the Code;

2.35 “Total Reserve” has the meaning attributed thereto in section 3.3 hereof;

2.36 “Trading Day” means a day on which a sale of Shares occurred on the TSX or the NYSE;

-4-

2.37 “Treasury Award” means the RSUs granted to an Eligible Participant under the Plan on an Award Date, evidenced by an Award Agreement, which allow their holder to receive RSU Shares issued from the treasury of the Corporation, subject to the terms and conditions of the Plan and the Award Agreement;

2.38 “TSX” means the Toronto Stock Exchange;

2.39 “Vesting Date” means, in respect of an Award, the date when the Award is fully vested as determined by the Board in accordance with section 6.1; and

2.40 “Vesting Period” means in respect of an Award, the period between the Award Date of such Award and the Vesting Date of such Award.

SECTION 3 - GENERAL PROVISIONS OF THE PLAN

3.1 Administration

The Plan will be administered by the Board or, if determined by the Board, by a committee of the Board consisting of not less than three (3) directors, all of whom shall be “independent” directors within the meaning of the regulations on corporate governance applicable to the Corporation. If a committee is appointed to administer the Plan, all reference in this Plan to the Board will be deemed to be references to the committee, with the exception that if a committee is appointed, pursuant to this section, to administer the Plan, approval of the Board as to the number of Options or Awards granted and the number of Shares subject to such Options or Awards will be required, and the Board shall retain ultimate authority in connection with all decisions made by the committee in the administration of the Plan.

The Board may appoint one or more third parties to perform such administrative duties under the Plan as the Board may delegate from time to time, including all record keeping activities as well as the processing of Notices of Exercise.

3.2 Interpretation

The Board or committee has full and complete authority to interpret the Plan and to prescribe such rules and regulations and make such determinations as it deems necessary or desirable for the administration of the Plan and all such interpretations, determinations or other actions taken by the

-5-

Board shall be final and binding on the Corporation and each Eligible Participant and conclusive for all purposes thereunder.

Words denoting the singular number include the plural and vice versa and words denoting the masculine include the feminine.

3.3 Shares Reserved for the Plan

Subject to adjustment under section 7 and any applicable limitations set forth at section 3.7, the maximum number of Shares that are issuable pursuant to the exercise of Options or the vesting of Treasury Awards granted under the Plan shall not exceed 12,000,632 Shares (the “Total Reserve”). Any Shares subject to (i) Options that expire or terminate in accordance with the terms of the Plan without having been exercised or (ii) Treasury Awards that expire or terminate in accordance with the terms of the Plan without vesting may be made subject to a further Option or Award, at the discretion of the Board, the whole without increasing the total number of Shares authorized for issuance hereunder. No fractional Shares may be issued under the Plan.

3.4 Non-Exclusivity

Nothing contained in this Plan will prevent the Board from adopting other or additional Share Compensation Arrangements, subject to obtaining the prior approval of applicable regulatory authorities, including those stock exchanges upon which the Shares are then listed or any other approvals as may be required in the circumstances.

3.5 Amendment to the Plan, Options or Awards

(a) Subject to the rules and policies of any stock exchange on which the Shares are listed and applicable law, the Board may, without notice or shareholder approval, at any time and from time to time, amend the Plan, Options or Awards, for the purposes of:

(i) accelerating the time of exercise of outstanding Options or the time of vesting of an Award;

(ii) postponing the Expiry Date (with respect to Options) or the vesting date of Awards, provided that no Option or Award may be extended beyond its original expiry date;

-6-

(iii) making any such changes or corrections which, in the opinion of the Board, are required for the purpose of curing or correcting any ambiguity or defect or inconsistent provision or clerical omission or mistake or manifest error, or to respond to changes in legislation, regulations, stock exchange rules or accounting or auditing requirements; and

(iv) suspending or terminating the Plan.

For greater certainty, the Corporation shall obtain shareholder approval for any amendment that would:

(v) increase the maximum number of Shares for which Options or Treasury Awards may be granted under the Plan;

(vi) reduce the Exercise Price with respect to an Option or cancel and reissue Options to the same Participant;

(vii) extend the term of Options or Awards granted under the Plan beyond their original expiry date;

(viii) change the class of persons eligible for grants of Options or Awards under the Plan; and

(ix) amend the Plan to allow Options or Awards to become transferable or assignable other than what is already allowed under the Plan.

(b) Furthermore, no amendment, suspension or termination may:

(i) be made without obtaining any required regulatory approval, including of the stock exchanges upon which the Shares are then listed;

(ii) in the case of Options, impair any rights of an Optionee under Options previously granted without the consent or the deemed consent of the Optionee; and

(iii) in the case of Awards, impair any rights of a RSU Holder under Awards previously granted without the consent or the deemed consent of the RSU Holder.

-7-

3.6 Compliance with Laws and Stock Exchange Rules

The Plan, the grant and exercise of Options under the Plan, the grant and vesting of Awards under the Plan and the distribution of Shares on exercise of Options or vesting of Awards, as the case may be, will be subject to all applicable federal, provincial and foreign laws, as well as all applicable policies, rules and regulations of any stock exchanges on which the Shares are listed for trading, including requirements as to listing of the Shares on such stock exchanges. Shares issued to Optionees pursuant to the exercise of Options and Shares issued to RSU Holders pursuant to the vesting of Awards may be subject to limitations on sale or resale under applicable securities laws. In addition, the Plan shall operate in compliance with the provisions of section 409A of the Code with respect to Specified Employees.

3.7 Quantitative Limitations

Notwithstanding anything to the contrary herein provided, (i) the number of Shares issuable under the Plan pursuant to the exercise of Options or the vesting of Treasury Awards, as well as under any other Share Compensation Arrangements, at any time shall not exceed (a) ten percent (10%) of the Outstanding Issue, in the case of Shares issuable to insiders, or (b) twenty percent (20%) of the Total Reserve, in the case of Shares issued to any one person and (ii) the number of Shares issued under the Plan pursuant to the exercise of Options or the vesting of Treasury Awards, as well as under any other Share Compensation Arrangements, in a one (1)-year period shall not exceed (a) ten percent (10%) of the Outstanding Issue, in the case of Shares issued to insiders, or (b) twenty percent (20%) of the Total Reserve, in the case of Shares issued to any one person.

SECTION 4 - GRANT OF OPTIONS

4.1 Grant of Options

The Board shall from time to time, at its entire discretion, designate the Eligible Participants to whom a grant of Options shall be made, the number of Shares covered by such Options, and the Grant Date. The Board shall further have discretion to establish, within the restrictions set forth in the Plan, the time of exercise, Expiry Dates, Exercise Price, and other particulars applicable to an Option granted hereunder.

-8-

4.2 Option Agreement

Upon the grant of an Option, the Corporation will deliver to the Eligible Participant selected to receive same, an Option Agreement dated as of the Grant Date, containing the terms of the Option and executed by the Corporation, and upon delivery to the Corporation of the Option Agreement executed by the Eligible Participant in question, the Eligible Participant in question will be an Optionee under the Plan and have the right to purchase the Optioned Shares on the terms set out in the Option Agreement and in the Plan.

4.3 Exercise Price

The Exercise Price for an Option will be determined by the Board at the time of grant and will not be less than the Gildan Option Market Value on the first Trading Day preceding the Grant Date.

4.4 Time of Exercise

(a) Unless the Board otherwise determines, but provided that (i) no Option may be exercised in whole prior to the second anniversary of the Grant Date and (ii) that the term of an Option will not exceed ten (10) years (except in the circumstances described in section 4.5 below), an Option may be exercised by an Optionee as follows:

(i) on and after the second anniversary of the Grant Date, as to twenty-five percent (25%) of the Optioned Shares or any part thereof;

(ii) on and after the third anniversary of the Grant Date, as to an additional twenty-five percent (25%) of the Optioned Shares or any part thereof;

(iii) on and after the fourth anniversary of the Grant Date, as to an additional twenty-five percent (25%) of the Optioned Shares or any part thereof; and

(iv) on and after the fifth anniversary of the Grant Date, as to the remaining twenty-five percent (25%) of the Optioned Shares or any part thereof.

(b) Upon the occurrence of transactions that would result in a Change of Control, no Options become exercisable as of the date of the Change of Control, unless otherwise determined by the Board prior to the occurrence of the Change of Control.

-9-

4.5 Expiry Date

The Expiry Date of an Option will be determined by the Board at the time of grant. In all cases, an Option will not expire later than the day preceding the tenth anniversary of the Grant Date or the last day of the Blackout Extension Term, whichever is the latest. The foregoing is also subject to the provisions of section 4.6 relating to early expiry.

4.6 Early Expiry of Options

Unless otherwise determined by the Board at or after the time of grant, and subject to the maximum term referred to at section 4.5 hereof:

(a) Options will expire immediately upon the Optionee ceasing to be an Eligible Participant as a result of being dismissed from his office or employment for cause;

(b) Options will expire before their Expiry Date in the following manner:

(i) if an Optionee resigns his office or employment, the portion of any Option held by such Optionee that is exercisable at the date of resignation may be exercised by the Optionee during the period ending sixty (60) days after the date of resignation;

(ii) if an Optionee is dismissed without cause, the portion of any Option held by such Optionee that is exercisable at the date of dismissal may be exercised by the Optionee during the period ending sixty (60) days after the date of dismissal;

(iii) if an Optionee dies or his employment with the Corporation is terminated due to Permanent Disability, the portion of any Option held by such Optionee that would be exercisable at the date of the death of the Optionee or of termination may be exercised by the Optionee or the legal personal representative of the Optionee, as the case may be, during the period ending twelve (12) months after the death of the Optionee or after the date of termination;

(iv) if an Optionee attains the normal retirement age established by the Corporation from time to time, and unless the Board otherwise decides, the portion of any Option held by such Optionee that would be exercisable at the date of retirement may be exercised by the Optionee during the period ending twelve (12) months after the date of retirement; and

-10-

(c) The portion of any Option which is not exercisable at the time of the occurrence of an event contemplated in section 4.6(a) or (b) above shall be immediately forfeited.

4.7 Non-Assignable

Except as provided in section 4.6(b)(iii), an Option may be exercised only by the Optionee and will not be assignable.

4.8 No Implied Rights

(a) An Optionee will only have rights as a shareholder of the Corporation with respect to those of the Optioned Shares that the Optionee has acquired through the exercise of an Option in accordance with its terms.

(b) Nothing in this Plan or in any Option Agreement will confer or be construed as conferring on an Optionee any right to remain as an officer or key employee of the Corporation or its subsidiaries, or on an Eligible Participant the right to be granted Options or Awards hereunder.

SECTION 5 - EXERCISE OF OPTIONS

5.1 Manner of Exercise

An Optionee who wishes to exercise an Option may do so by delivering the following to the Corporation, or to a third party appointed or designated by the Corporation for that purpose under the Plan, on or before the Expiry Date of the Option:

(a) A completed Notice of Exercise; and

(b) If applicable, a cheque or bank draft in Canadian funds payable to the Corporation, or to the third party mentioned above, for the aggregate Exercise Price for the Optioned Shares being acquired.

If pursuant to section 4.6(b)(iii), the Option may be exercised by the legal personal representative of the Optionee, such representative, in addition to delivering to the Corporation, or to the third party mentioned above, the Notice of Exercise and, if applicable, the cheque or bank draft described above,

-11-

shall also be required to deliver to the Corporation, or such third party, sufficient and satisfactory evidence of its/his status.

5.2 Delivery of Share Certificate

Not later than five (5) business days after receipt of the Notice of Exercise and payment in full for the Optioned Shares being acquired, the Corporation will direct its transfer agent to issue Shares to the Optionee (or, if deceased, his estate) for the number of Optioned Shares purchased by the Optionee (or his estate), which will be issued as fully paid and non-assessable Shares.

SECTION 6 - GRANT OF AWARDS

6.1 Grant of Awards

The Board shall from time to time designate the Eligible Participants to whom a grant of RSUs shall be made and shall determine whether such grant will be a Treasury Award or a Non-Treasury Award and the number of RSUs granted under the Award. The Board shall further have discretion to establish, within the restrictions set forth in the Plan, the Award Date, the Vesting Date (subject to section 6.3), the performance objectives which must be attained for the Award to vest, if any, and other particulars applicable to an Award granted hereunder.

6.2 Award Agreement

Upon the grant of an Award, the Corporation will deliver to the Eligible Participant selected to receive same an Award Agreement dated as of the Award Date, containing the terms of the Award and executed by the Corporation, and upon delivery to the Corporation of the Award Agreement executed by the Eligible Participant in question, the Eligible Participant in question will be an RSU Holder under the Plan and, subject to vesting, have the right to receive the RSU Shares (or, in the case of a Non-Treasury Award, at Gildan’s option, cash equal to the Gildan RSU Market Value of such Shares on the Vesting Date (or the Early Vesting Date or the date of a Change of Control, as the case may be)) on the terms set out in the Award Agreement and in the Plan.

-12-

6.3 Vesting Date

The Vesting Date of a Non-Treasury Award will be determined by the Board at the time of grant, subject however to a maximum term of three (3) years from the Award Date, and will be subject to the provisions of section 6.4 relating to early vesting or expiry.

The Vesting Date of a Treasury Award will be determined by the Board at the time of grant, subject however to (i) a maximum term of ten (10) years from the Award Date, (ii) the provisions of section 6.4 relating to early vesting or expiry and (iii) limiting to five percent (5%) of the Total Reserve grants of Treasury Awards without any minimum vesting periods, if any.

For greater certainty, all grants of RSUs with terms of three (3) years or less shall be deemed to be Non-Treasury Awards for the purposes of this Plan and all grants of RSUs with terms of more than three (3) years shall be deemed to be Treasury Awards for the purposes of this Plan.

Upon the occurrence of transactions that would result in a Change of Control, no Award, whether or not vesting is subject to the attainment of performance objectives, shall vest as of the date of the Change of Control, unless otherwise determined by the Board prior to the occurrence of the Change of Control.

6.4 Early Vesting or Expiry of Awards

(a) Unless otherwise determined by the Board at or after the time of grant, and subject to the provisions of section 6.3 hereof:

(i) Except as specified in section 6.4(a)(iv) hereof, the portion of an Award that is subject to the attainment of performance objectives shall expire on the Vesting Date if such performance objectives have not been attained, the whole in accordance with the terms and conditions of the applicable Award Agreement.

(ii) Any Award, whether or not subject to the attainment of performance objectives, shall expire immediately upon the RSU Holder thereof ceasing to be an Eligible Participant as a result of resigning his office or employment or being dismissed from his office or employment for cause.

(iii) The portion of an Award that is not subject to the attainment of performance objectives shall vest before its Vesting Date in the following circumstances:

-13-

(1) if an RSU Holder is dismissed without cause, such portion of the Award held by such RSU Holder shall vest immediately on the date of dismissal in accordance with section 6.4(b). Notwithstanding any provision to the contrary herein, the payment of such portion of the Award will be delayed for six (6) months following the date of dismissal of a Specified Employee;

(2) if an RSU Holder dies or his employment with the Corporation is terminated due to Permanent Disability, such portion of the Award held by such RSU Holder shall vest immediately on the date of the death of the RSU Holder or on the date of termination, as the case may be, in accordance with section 6.4(b); and

(3) if an RSU Holder attains the normal retirement age established by the Corporation from time to time, such portion of the Award held by such RSU Holder shall vest immediately on the date of retirement in accordance with section 6.4(b). Notwithstanding any provision to the contrary herein, the payment of such portion of the Award will be delayed for six (6) months following the date of retirement of a Specified Employee.

(iv) The portion of an Award that is subject to the attainment of performance objectives shall vest before its Vesting Date in the following circumstances:

(1) if an RSU Holder dies, such portion of the Award held by such RSU Holder shall vest immediately on the date of death in accordance with section 6.4(c);

(2) if an RSU Holder’s employment with the Corporation is terminated due to Permanent Disability, such portion of the Award held by such RSU Holder shall vest at the end of the Vesting Period in accordance with section 6.4(c); and

(3) if an RSU Holder attains the normal retirement age established by the Corporation from time to time, such portion of the Award held by such RSU Holder shall vest at the end of the Vesting Period in accordance with section 6.4(c). Notwithstanding any provision to the contrary herein, the payment of such portion of the Award will be delayed for six (6) months following the end of the Vesting Period in the case of Specified Employees.

-14-

following the end of the Vesting Period in the case of Specified Employees.

(v) In the circumstances described under sections 6.4(a)(iii) and (iv), the portion of an Award that is subject to the attainment of performance objectives and that has not vested as contemplated in section 6.4(a)(iii) and (iv) shall expire.

(b) In the case of the occurrence of an event contemplated in section 6.4(a)(iii), the RSU Holder (or, if deceased, his legal representative) of such early vesting Award shall be entitled to receive, on the date of the dismissal without cause, the death of the RSU Holder, the date of termination due to Permanent Disability or the date of retirement, as the case may be (for the purpose of this paragraph (b), each an “Early Vesting Date”), the number of Shares (or, in the case of Non-Treasury Awards, at Gildan’s option, cash equal to the Gildan RSU Market Value of such Shares on the Early Vesting Date) equal to:

The number of RSU Shares underlying the portion of the Award not subject to the attainment of performance objectives	X	Number of days elapsed between the Award Date and the Early Vesting Date
		Number of days in the Vesting Period of such Award

unless otherwise determined by the Board at or after the time of the grant.

(c) In the case of the occurrence of an event contemplated in section 6.4(a)(iv), unless otherwise determined by the Board at or after the time of the grant, the RSU Holder (or, if deceased, his legal representative) of such early vesting Award shall be entitled to receive, on the date of death or at the end of the Vesting Period, as the case may be (for the purpose of this paragraph (c), each an “Early Vesting Date”), the number of Shares (or, in the case of Non-Treasury Awards, at Gildan’s option, cash equal to the Gildan RSU Market Value of such Shares on the relevant date) equal to:

A x B

where “A” equals the pro rata amount calculated as follows:

-15-

The number of RSU Shares underlying the portion of the Award subject to the attainment of performance objectives (the “Performance Award Shares”)	X	Number of days elapsed between the Award Date and the Early Vesting Date
		Number of days in the Vesting Period of such Award

and where “B” equals the percentage of the Performance Award Shares that vest due to the attainment of the performance objectives set forth in the applicable Award Agreement (the “Performance Vesting”). In the case of death, the Performance Vesting shall be determined as at the date of death and in the case of retirement or termination due to Permanent Disability, the Performance Vesting shall be determined as at the end of the Vesting Period.

6.5 Non-Assignable

No Award will be assignable. Notwithstanding the foregoing, in the case where an RSU Holder dies and the vesting of his Award has been accelerated in the manner set forth in section 6.4(a)(iii) or if he has rights pursuant to section 6.4(a)(iv), his legal representative shall be entitled to the rights of such RSU Holder under the Plan and the Award Agreement.

6.6 No Implied Rights

(a) An RSU Holder will only have rights as a shareholder of the Corporation with respect to those of the RSU Shares, if any, that the RSU Holder has received upon the vesting of an Award in accordance with its terms.

(b) Nothing in this Plan or in any Award Agreement will confer or be construed as conferring on an RSU Holder any right to remain as an officer or key employee of the Corporation, or an Eligible Participant the right to be granted Options or Awards hereunder.

6.7 Vesting of the Award

Unless an Award has expired in accordance with sections 6.4(a)(i), (ii) or (v), the Corporation shall, as soon as practicable after the Vesting Date (or after the Early Vesting Date or the date of a Change of Control, as the case may be):

(a) In the case of Treasury Awards only, issue from treasury the number of RSU Shares represented by such vested Treasury Award (or the number of Shares determined in

-16-

accordance with sections 6.3 or 6.4(b) or 6.4(c), as the case may be) and direct its transfer agent to issue a certificate in the name of the RSU Holder (or, if deceased, his legal representative) of such vested Treasury Award for the number of the RSU Shares above-mentioned, which will be issued as fully paid and non-assessable Shares; or

(b) In the case of Non-Treasury Awards only, purchase or direct a third party broker to purchase the number of RSU Shares represented by such vested Non-Treasury Award (or the number of Shares determined in accordance with sections 6.3 or 6.4(b) or 6.4(c), as the case may be) on the secondary market for delivery to the RSU Holder (or, if deceased, his legal representative) of such vested Award; or

(c) In the case of Non-Treasury Awards only, pay to the RSU Holder (or, if deceased, his legal representative) of such vested Award, an amount in cash equal to the Gildan RSU Market Value on the Vesting Date (or the Early Vesting Date as determined in accordance with sections 6.3 or 6.4(b) or 6.4(c), as the case may be) of the Shares represented thereby.

Whether an Award is settled in accordance with sections 6.7(b) or (c) shall be at the entire discretion of the Corporation.

SECTION 7 - ADJUSTMENT TO SHARES

The number of Shares delivered to an Optionee upon the exercise of an Option, or to an RSU Holder upon the vesting of an Award, will be adjusted in the following events and manner, subject to the requirements of applicable regulatory authorities, including the stock exchanges on which the Shares are then listed, and to the right of the Board to make such other or additional adjustments as are appropriate in the circumstances:

(a) Upon (i) a subdivision of the Shares into a greater number of Shares, (ii) a consolidation of the Shares into a lesser number of Shares or (iii) the issue of a stock dividend to holders of the Shares, the Corporation will deliver upon the exercise of an Option or upon vesting of an Award, as the case may be, in addition to or in lieu of the number of Optioned Shares in respect of which the right to purchase is being exercised or the number of RSU Shares underlying an Award, as the case may be, and without the Optionee or the RSU Holder making payment therefor, such greater or lesser number of Shares as would have resulted from the subdivision, consolidation or stock dividend if the Optioned Shares or the RSU Shares, as the case may be, had been issued and outstanding at the relevant time; and

-17-

(b) Upon a capital reorganization, reclassification or change of the Shares, a consolidation, an amalgamation, arrangement or other form of business combination of the Corporation with another corporation or a sale, lease or exchange of all or substantially all of the property of the Corporation, the Corporation will deliver upon the exercise of an Option or upon vesting of an Award, as the case may be, in lieu of the number of Optioned Shares in respect of which the right to purchase is being exercised or the RSU Shares underlying an Award, as the case may be, the kind and amount of shares or other securities or property as would have resulted from such event if the Optioned Shares or the RSU Shares, as the case may be, had been issued and outstanding at the relevant time.

Comparable and corresponding adjustments as set forth above will be made to the number and kind of Shares authorized for issuance under the Plan, regardless of whether such Shares are covered by Options or Awards at the relevant time. An adjustment will take effect at the time of the event giving rise to the adjustment, and the adjustments provided for in this section are cumulative.

The Corporation will not be required to issue fractional Shares or other securities under the Plan and any fractional interest in a Share or other security that would otherwise be delivered upon exercise of an Option or upon vesting of an Award will be cancelled without payment therefor.

SECTION 8 - TAX WITHHOLDINGS

8.1 General

The Corporation may take such steps as are considered necessary or appropriate for the withholding (including any deduction) of any taxes which the Corporation is required by any law or regulation of any governmental authority to withhold in connection with this Plan. The obligation of the Corporation to deliver Optioned Shares or RSU Shares upon the exercise of an Option or the vesting of RSUs is conditional upon the Optionee or RSU Holder paying such amount as may be requested for the purpose of satisfying any liability in respect of such withholding.

8.2 Method of Payment

Unless the Board decides otherwise, the Corporation may allow any Optionee or RSU Holder to deliver to the Corporation, or to a third party appointed or designated by the Corporation for that purpose under the Plan, an amount, in immediately available funds, that is equal to the required withholding. Such funds must be received in advance of any exercise of Options, vesting of RSUs, or

-18-

any other event in respect of which a withholding must be made. If such withholding is not fully satisfied by delivery of funds as aforesaid, the Corporation shall have the irrevocable right to, and each Optionee and RSU Holder consents to, the Corporation:

(a) Setting off any amount required to be withheld against amounts otherwise owing by the Corporation to the Optionee or RSU Holder (whether arising pursuant to the Optionee or RSU Holder’s relationship as an officer or employee of the Corporation or as a result of the Optionee or RSU Holder providing services on an ongoing basis to the Corporation or otherwise and whether or not such amount is then exigible); or

(b) Satisfying the withholding requirement by selling such number of Shares as it determines are required to be sold, as trustee, through a trustee or otherwise;

or any combination thereof, in each case in whole or in part, in its sole discretion. In respect of any sale of Shares effected pursuant to section 8.2(b) above, each Optionee and RSU Holder hereby acknowledges and agrees (i) that selling costs (including any brokerage commission) shall be paid by the Optionee or RSU Holder, (ii) to consent to such sale and to grant to the Corporation an irrevocable power of attorney to effect such sale, (iii) that the Corporation does not accept nor assume any responsibility for the price obtained on any such sale, and (iv) that any such sale by the Corporation is subject to securities legislation and other restrictions and may be delayed, during which delay the price of Shares may fluctuate and the price obtained by the Corporation may be lower than the price at which Options were exercised or RSUs vested.

8.3 No Guarantee Regarding Tax Treatment

Optionees and RSU Holders shall be responsible for all taxes payable under the Plan or in respect thereof, whether arising as a result of the grant or exercise of Options, vesting of RSUs, sale of Optioned Shares or RSU Shares, or otherwise. The Corporation makes no guarantee to any person regarding the tax treatment of Options or RSUs, including the granting or exercise or vesting thereof, the issuance of Optioned Shares or RSU Shares pursuant thereto and the sale thereof, or payments made under the Plan. None of the Corporation, nor any of its employees or representatives shall have any liability to any Optionee or RSU Holder in respect of any such taxes.

SECTION 9 - APPLICABLE LAW

The Plan shall be governed by the laws of the Province of Quebec and the laws of Canada applicable therein.

-19-

SCHEDULE A - DEFINITION OF “CHANGE OF CONTROL”

For purposes of this Plan, a “Change of Control” shall mean a change in control of the Corporation of a nature that would be required to be reported, whether or not the Corporation is then subject to such reporting requirement, provided that, without limitation, a Change in Control shall be deemed to have occurred if:

(a) Any individual, partnership, firm, corporation, association, trust, unincorporated organization or other entity, or any syndicate or group deemed to be a person, becomes the “beneficial owner”, directly or indirectly, of securities of the Corporation representing fifty percent (50%) or more of the total fair market value or total voting power of the Corporation’s then outstanding securities entitled to vote in the election of directors of the Corporation (the “Corporation Voting Securities”); provided, however, that any acquisition of Corporation Voting Securities by the Corporation or any of its subsidiaries, or any employee benefit plan (or related trust) of the Corporation or its subsidiaries, or any corporation with respect to which, following such acquisition, substantially all of the combined voting power of the then outstanding voting securities of such corporation entitled to vote generally in the election of directors is then beneficially owned, directly or indirectly, by the individuals and entities who were the beneficial owners of Corporation Voting Securities immediately prior to such acquisition in substantially the same proportion as their ownership immediately prior to such acquisition, shall not constitute a Change in Control;

(b) Individuals who, on the date of implementation of the Plan, constitute the Board and any new directors whose appointment by the Board or whose nomination for election by the Corporation’s shareholders was approved by a vote of at least three-quarters (3/4) of the directors then still in office who either were directors on the date of implementation of the Plan or whose appointment or nomination for election was previously so approved cease for any reason to constitute a majority of the members of the Board; or

(c) Any one person, or more than one person acting as a group, acquires (or has acquired during the twelve (12)-month period ending on the date of the most recent acquisition by such person or persons) assets from the Corporation representing forty percent (40%) of the total gross fair market value of all of the assets of the Corporation immediately prior to such acquisition or acquisitions.

-20-

A Change in Control shall also be deemed to occur as of the date the Corporation executes an agreement which, if carried out, would result in the occurrence of a Change in Control as described above.

-21-

SCHEDULE B  - FORM OF OPTION AGREEMENT

LONG TERM INCENTIVE PLAN

OPTION AGREEMENT

This Option Agreement is entered into between GILDAN ACTIVEWEAR INC. (the “Corporation”) and the Optionee named below pursuant to the Long Term Incentive Plan of the Corporation (the “Plan”), a copy of which is attached hereto, and confirms that:

1.            on______________________(the “Grant Date”);

2.            ________________________(the “Optionee”);

3. was granted a non-assignable option to purchase _________________________ common shares (the “Optioned Shares”) of the Corporation, in accordance with the terms of the Plan;

4.            at a price (the “Exercise Price”) of $_________________ per Optioned Share; and

5.            for a maximum term expiring at 5:00 P.M., Eastern Time ____________(the “Expiry Date”);

all on the terms and subject to the conditions set out in the Plan. By signing this Agreement, the Optionee acknowledges that he or she has read and understands the Plan, and agrees to be bound thereby.

This Agreement and all related documents have been drawn up in the English language at the specific request of the parties hereto. La présente entente, ainsi que tout autre document y afférent, ont été rédigés en langue anglaise à la demande expresse des parties.

IN WITNESS WHEREOF the Corporation and the Optionee have executed this Option Agreement as of _________________________________.

By:_______________________________

By:_______________________________

__________________________________

Name of Optionee

__________________________________

Signature of Optionee

-22-

SCHEDULE C - FORM OF AWARD AGREEMENT

LONG TERM INCENTIVE PLAN

AWARD AGREEMENT

This Award Agreement is entered into between GILDAN ACTIVEWEAR INC. (the “Corporation”) and the RSU Holder named below pursuant to the Long Term Incentive Plan of the Corporation (the “Plan”), a copy of which is attached hereto, and confirms that:

1. on______________________(the “Award Date”);

2. ________________________(the “RSU Holder”);

3. was granted non-assignable restricted share units (the “Award”);

4. for the purposes of the Plan, such Award is a:

o  Treasury Award; or

o  Non-Treasury Award;

5. vesting of the Award shall:

o  not be subject to the attainment of performance objectives; or

o  be subject to the attainment of the following performance objectives:

;

6. the Award shall vest at 5:00 P.M., Eastern Time _______________(the “Vesting Date”);

all on the terms and subject to the conditions set out in the Plan. By signing this Agreement, the RSU Holder acknowledges that he or she has read and understands the Plan, and agrees to be bound thereby.

This Agreement and all related documents have been drawn up in the English language at the specific request of the parties hereto. La présente entente, ainsi que tout autre document y afférent, ont été rédigés en langue anglaise à la demande expresse des parties.

IN WITNESS WHEREOF the Corporation and the RSU Holder have executed this Award Agreement as of _________________________________.

By:_______________________________

By:_______________________________

__________________________________

Name of RSU Holder

__________________________________

Signature of RSU Holder

-23-